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6.6.2. Stricter Limitation of Negotiated Transfer 143
6.6.3. Narrower Application of the Post-Trading Record Filing
Procedure 144
6.6.4. Higher Pricing Basis 145
Chapter 7
Strategic Investment by Foreign Investor 147
7.1. Introduction 147
7.2. The Mofcom Approval and Key Regulations 148
7.3. Entry Standards 150
7.4. Strategic Investmen Through Subscrition in Private Placement 150
7.4.1. Overview 150
7.4.2. The Procedures Step by Step 152
7.4.3. The Deal HOLCHIN B.V. – HUAXIN CEMENT (600801.SH;
900933.SH) – The First Strategic Investment Deal
through Subscription 161
7.4.4. The Deal RECO SHINE – SUPER SHINE (000608.SZ) –
Subscription below 30% 163
7.4.5. The Deal ART GARDEN – SOUTHERN BUILDING
MATERIAL (000906.SZ) – Subscriber Acting in
Concert with Existent Controlling Shareholder 163
7.4.6. Pricing Risk due to Market Change in light
of the Time-Consuming Approval Process 166
7.5. Strategic Investmen Through Negotiated Transfer 169
7.5.1. Overview 169
7.5.2. The Procedures Step by Step 169
7.5.3. The Deal TIANJINPORT DEV (03382.HK) – TIANJIN
PORT (600717.SH) – Strategic Investment through
Negotiated Transfer Involving Cross-Border
Share Exchange 173
7.5.4. The Deal ASIA BOTTLES – ZHUHAI ZHONGFU (000659.SZ) –
Strategic Investment through Negotiated Transfer
below 30% 175
7.6. Strategic Investment Through Other Available Ways 176
7.6.1. Strategic Investment through Tender Offer 176
7.6.2. Investment through Indirect Takeover 176
7.6.3. The Deal SEB – SUPOR (002032.SZ) – Strategic
Investment Combining Negotiated Transfer,
Subscription and Partial Offer 177
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Table of Contents
7.6.4. The Deal GOLDMAN SACHS – SHINEWAY (000895.SZ) –
Strategic Investment Combining Negotiated Transfer,
Indirect Takeover and General Offer 181
7.7. Exit of Foreign Investor 184
Chapter 8
Takeover Involving Share Exchange 185
8.1. Introduction 185
8.2. Special Rules for Share Exchange 186
8.2.1. Special Requirements for Payment with Onshore
Shares 186
8.2.2. Stringent Application of Cross-Border Payment with
Offshore Shares 187
8.3. Onshroe Share Exchange by Domestic Acquiror 189
8.3.1. Onshore Subscription: Domestic Acquiror’s
Injection of Onshore Subsidiaries in Exchange
for the ListCo’s New Shares 189
8.3.2. Onshore Negotiated Transfer: The Deal CHAMC –
Northeast Pharmaceutical (000597.SZ) – ‘Indirect
Shareholding’ in Exchange for ‘Direct Shareholding’
by an Equity Transfer with the Parent of the ListCo’s
Shareholder 189
8.3.3. Onshore Negotiated Transfer: Domestic Acquiror’s
New Shares to the ListCo’s Shareholder in Exchange for
the ListCo’s Outstanding Shares 194
8.3.4. Onshore Indirect Takeover: The Deal AVIC General
Aircraft – Guihang Automotive Components (600523.SH) –
Domestic Acquiror’s New Shares to the Parent of the
ListCo’s Shareholder in Exchange for the Equity Interests
in the ListCo’s Shareholder 194
8.3.5. Onshore Indirect Takeover: Domestic Acquiror’s
Incorporation of Joint Venture with the ListCo’s
Shareholder, Which Injects the ListCo’s Outstanding
Shares as Capital Contribution 194
8.4. Cross-Border Share Exchange by Domestic Acquiror 196
8.4.1. Overview 196
8.4.2. The Deal Mr Liang et al. – Sany (600031.SH) –
Subscription for the ListCo’s New Shares
with Domestic Acquiror’s Offshore Subsidiary 196
8.4.3. The Deal Ping An (601318.SH; 02318.HK) – Shenzhen
Development Bank (00001.SZ) – Domestic Acquiror’s
New Issue of H Shares in Exchange for the Foreign
Seller’s A Shares in the Onshore ListCo 199
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Table of Contents
8.5. Onshore Share Exchange by Foreign Acquiror 201
8.5.1. Overview 201
8.5.2. The Procedures of Foreign Acquiror’s Onshore
Share Exchange Involving Injection of FIEs 203
8.5.3. The Deal Pear Success & Surest Finance –
China Fiberglass (600176.SH) – Foreign Acquirors’
Injection of FIE in Exchange for the ListCo’s New Shares 206
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